Friction #6: The oxymoron that is an independent director
Sundeep Khanna
14 September 2020

On 31 August, The Economic Times reported that Stakeholders Empowerment Services (SES), a proxy advisory firm, had flagged how in 2019-20 Mumbai-based agrochemical company UPL Ltd paid more than Rs 100 crore as remuneration to Sandra Shroff, Jai Shroff and Vikram Shroff, three of its five non-executive directors. The payment through its subsidiaries appeared to be an attempt to bypass standard disclosure norms and approval requirements. The company, for its part, clarified that the payments were made from its international subsidiaries since these accounted for 85-90% of the company’s business. 

Following the proxy advisor’s intervention and recommendation that the institutional investors should vote against the reappointment of Sandra Shroff, the company’s

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